BYLAWS FOR THE "RIVERBEND WATERFRONT ENJOYMENT CLUB, INC. "
1. FORMATION. Pursuant to the Florida law, the Members have formed a Florida Non-profit Corporation, Riverbend Waterfront Enjoyment Club, INC. (the "Club"), effective upon October 22, 2014 as per the filing of the Club's Articles of Incorporation with the Department of State on October 20, 2014.
2. PURPOSE. The purpose of the Club, as set forth in the Club's Articles of Incorporation, is to support recreational boating and social activities to its membership and to encourage and facilitate the interaction of its members through various boating events and other activities. The Club, through its Officers and Board of Directors shall have the authority, in the manner set forth herein, to take any action deemed necessary to accomplish or promote these purposes. The Club shall not engage in any other business, and no Director, Officer, or Member is authorized to obligate the Club to engage in any business other than as provided in this Section.
3. REGISTERED AGENT AND PLACE OF BUSINESS. Pursuant to Florida law, the name and address of the initial Florida registered agent for service of process shall be as stated in the Articles of Incorporation, and as subsequently registered with the Department of State. The Club's principal place of business and mailing address is 9300 SE Riverfront Terrace, Tequesta, FL 33469 -1179 or such other places as the Board may designate. The Club also maintains a website:
4.1 MEMBERS. Membership will be restricted to owners or renters of Riverbend.
Any Resident of Riverbend, over eighteen (18) years of age may apply for membership on forms provided by the Club for such purpose.
a) Membership. Each owner of a unit that is subject to the rules and regulations of RIVERBEND CONDOMINIUM ASSOCIATION shall be eligible to participate in the Club either as an equity member, a voting annual member or one of the various non-voting memberships, subject only to their continued compliance with the terms of the By-Laws and any Club Rules. Guests, and relatives as well as renters of a Member shall be deemed to be a member, based on the type of membership each Riverbend owner has elected to purchase and maintain, and shall have the same rights and privileges as the Member.
b) EQUITY MEMBERSHIP. Equity Membership is being offered on a first come basis and will be limited to 160 members. Equity membership is only available to owners of a unit at RIVERBEND CONDOMINIUM ASSOCIATION. Equity membership will allow each holder of an equity membership a preferred membership rate for the first 10 years, from the date of joining the club.
Equity membership may be sold to any Riverbend owner, subject to Membership rules. Equity membership may be transferred to an owner.
c) Membership Classifications:
Equity Members – voting member when annual fee has been paid.
Annual Member – voting member when annual fee has been paid.
6 Month Member – non-voting member – all other club privileges
4 Month Member – non-voting member – all other club privileges
3 Month Member – non-voting member – all other club privileges
2 Week Member – non-voting member – all other club privileges
4.2 RIGHTS AND OBLIGATIONS. Annual Members in good standing shall enjoy all the rights and privileges of the Club, be entitled to vote at all meetings, participate on all Committees. Members, who choose a membership other than an annual or equity membership, may participate in Club activities during their membership. It shall be the obligation of all Members to adhere to the terms of these Bylaws (and any Club Rules, established by the Board of Directors), and to stay current with all Dues or other fees. It is agreed and understood the Club is run by volunteers. As a member of the club you may be required to provide volunteer hours.
4.3 NO LIABILITY The liability of each Director and/or Officer for the debts and other obligations of the Club shall be limited as set forth herein and by applicable law. That is, a Director, officer or other agent or the Club is not liable for the debts, obligations and liabilities of the Club simply because of that relationship with the Club.
4.4 POLICY MAKING. The Voting Members shall not participate in the day-today management of the Club but shall participate in the setting of general policies, regarding operation of the Club, as the Board of Directors may request from time to time.
4.5 NO COMPENSATION. The Club shall not pay any Member for any services rendered to the Club in their capacity as a Director, Officer or Member of the Club. Out of pocket expenses shall be reimbursed to Members so long as such expenses are shown to have been necessary for the promotion of the purposes of the Club and these Bylaws.
4.6 TERMINATION OF MEMBERSHIP. Membership in the Club may be terminated by voluntary withdrawal or by expulsion by majority vote of the Board of Directors and thereafter all rights and privileges of the member in the Club shall cease. Equity may be transferred. The Club has no obligation to re purchase the equity membership.
5. TERMINATION; DISSOLUTION. The Club shall continue for a perpetual period, until and unless
a) Dissolved by the Board of Directors by a 75% majority vote, or by applicable law, or
b) The occurrence of any event that makes the continued operation of the Club unlawful. Dissolution of the Club by the Board is subject to a vote by two-thirds (2/3) majority vote of the voting members, or
c) Dissolved by the Riverbend Condominium Association Inc. Board of Directors by a 2/3rds majority vote.
In the event of dissolution of the Club, the net assets of the Club shall be divided as the Board of Directors shall direct.
6. CLUB RULES; PENALTIES.
6-1. CREATION. The Board of Directors shall have authority to create rules to govern the conduct of the membership and any guests at all meetings and events convened or sponsored by the Club ("Club Rules"). In the absence of any pertinent Club Rule, Robert's Rules of Order shall be the guide for the conduct of all meetings. In the event of a conflict between any Club Rules and the terms of these Bylaws, this Bylaw shall govern.
6-2. Operating Rules – The Club shall present a set of Club rules to the Riverbend Condominium Association Board of Directors for their approval, prior to being implicated. Any change to the Club rules must be presented to the Riverbend Condominium Association Board of Directors prior to being implemented by the Club.
7. USE OF DOCKS. Riverbend Condominium Association Owners and their guests may enter upon the docks, provided they have signed the Accident Waiver and Release of Liability Form. Persons wishing to use the facilities of the CLUB must provide this signed waiver prior to entering upon the dock. A notification of compliance will be prominently posted. Access to the docks may be limited during higher than normal demand by Club Members.
8. BOARD OF DIRECTORS. There shall be no fewer than 5 and no more than 9 directors. Each member shall serve for a two-year term, with the initial President serving a three-year term so that there will be at least one Director bridging the election of new Directors, Officers shall be elected at the Annual Meeting each year. Voting shall be by ballot and require a majority vote of the voting Members present and voting. The Board of Directors is authorized to fill any Board vacancies where such replacement shall serve for the remainder such Member's term. Alternatively, the Board of Directors may call for an election at a special meeting to elect such Officer, in accordance with the provisions contained herein. The duties of the Officers shall be those incident to such offices, consistent with the following:
a) President shall oversee all aspects of the Cub's operations, including the planning and execution of all events and activities, participating in each of the Clubs committees, and presiding over all Club meetings.
b) Vice President is the assistant to the President having the same duties as duties as the President in the Presidents’: absence. In addition, the Vice President shall provide guidance on Club protocols, oversee all water—based activities and participate in all appropriate committees.
c) Secretary-Treasurer. The Secretary - Treasurer shall be responsible for accurately maintaining the Club’: records and maintaining the Club‘: bank account(s). This responsibility shall specifically include providing a report on the financial state of the Club when called upon by the Board, issuing checks under $500.00 as needed to carry out the direction of the Board, issuing checks over that amount only with authorization of the President, issuing checks over $500.00 to vendors only after soliciting a minimum of two bids, except where otherwise authorized by the Board. Checks over $500.00 will require two signatures.
9. COMMITTEES. The President shall establish and appoint all committees, which in turn shall make progress reports at Regular Meetings.
10.1 ANNUAL MEETING. The Annual Meeting of the Club shall be held in January of each year. Notice of, and the agenda for, the Annual Meeting shall be received by each member at least (14) days before said meeting by email
10.2 REGULAR MEETINGS. Regular Meetings of the Club shall be held on the second Thursday of each month, between November and April unless notified otherwise by the Board of Directors.
10.3 SPECIAL MEETINGS. Special Meetings may be held on the call of the PRESIDENT or by written request to the Secretary - Treasurer by fifty percent of the voting Members, provided written notice of the meeting and the purpose thereof is emailed to each voting Member at least two weeks prior to the meeting.
10.4 VOTING. A member at a duly constituted meeting of the club may cast one vote on each matter brought up by the membership and presented by the Board of Directors.
11. DUES: Membership in the Club is a voluntary. Should members wish to vote they must be an annual or equity member. A fee schedule to fund the activities of the club (“Dues”) shall be voted on by the Board of Directors, this schedule shall be presented to the members at the Annual Meeting. Annual Dues shall be due and payable prior to January 1st of each calendar year. Any annual Member who falls to pay his/her Dues shall no longer be deemed to be an annual member in the club but may wish to participate in one of the other memberships offered by the Club. The Board of Directors shall retain the right to increase the membership costs during the course of the year to address emergency or unexpected developments.
12.1 Indemnity. To the extent permitted by law, the Club shall indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Club) by reason of the fact that he or she is or was a director, employee, officer or agent of, or a committee member appointed by, the Club, against expenses (including attorney’s fees and appellate attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding; and, with respect to any criminal action or proceeding; except, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misfeasance or malfeasance in the performance of his or her duty to the Club or that such person shall have been found and adjudged to have committed fraud, unless and only to the extent that the court in which such action or suit was brought shall determine, upon application, that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interest of the Club; and with respect to any criminal action or proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful.
13.1 INITIAL APPROVAL The BOARD OF DIRECTORS adopted these Bylaws after being presented to the Members.
13.2 AMENDMENTS. These Bylaws may be amended by majority vote of the voting Members at a regular scheduled meeting of the members where prior notice of the amendment vote is given. Notice must be provided 14 days prior to the meeting.
We, the Board of Directors, hereby certify that these Bylaws were presented to the Board of the Riverbend Condominium Association and may be amended by both parties acting reasonably.
These bylaws were passed by the membership at a duly called and noticed meeting held on
and, thereafter has been adopted by us.